SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 23, 2001 PLUM CREEK TIMBER COMPANY, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 1-10239 91-1912863 (State of Other Jurisdiction (Commission File (I.R.S. Employer of Incorporation) Number) Identification No.) 999 Third Avenue, Seattle, Washington 98104-4096 (Address of Principal Executive Offices) (Zip Code) (206) 467-3600 Registrant's Telephone Number, including area code Item 5. Other Events. Attached hereto as Exhibits 99.1 and 99.2 are press releases issued by Plum Creek Timber Company, Inc. on October 23, 2001 which press releases are hereby incorporated herein by this reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Business Acquired. Not required. (b) Pro Forma Financial Information. Not required. (c) Exhibits. 99.1 Press release issued by Plum Creek Timber Company, Inc. on October 23, 2001. 99.2 Press release issued by Plum Creek Timber Company, Inc. on October 23, 2001. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PLUM CREEK TIMBER COMPANY, INC. By: /s/ James A. Kraft ----------------------------------------- Name: James A. Kraft Title: Vice President, General Counsel and Secretary DATED: October 29, 2001 PLUM CREEK TIMBER COMPANY, INC. Exhibit Index to Form 8-K Exhibit No. 99.1 Press release issued by Plum Creek Timber Company, Inc. on October 23, 2001. 99.2 Press release issued by Plum Creek Timber Company, Inc. on October 23, 2001. <page> Exhibit 99.1 ------------ Plum Creek Timber Company, Inc. Reports Results for Third Quarter and Nine Months 2001 SEATTLE--(BUSINESS WIRE)--Oct. 23, 2001--Plum Creek Timber Company, Inc. (NYSE:PCL) today announced third quarter earnings of $16.9 million, or $0.24 per share, which includes $2.7 million, or $0.04 per share, of expenses related to the merger of Plum Creek and The Timber Company, formerly a separate operating group of Georgia-Pacific Corporation. Third quarter 2000 earnings were $9.5 million, or $0.14 per share, including $2.2 million, or $0.03 per share, of expenses related to the merger. Earnings for the first nine months of 2001 were $84.9 million, or $1.23 per share, including a one-time gain of $24.7 million, or $0.36 per share, from the March sale of Plum Creek's southwest Washington timberlands to Pope Resources and $7.7 million, or $0.11 per share, of merger related expenses. Earnings for the same period in 2000 were $111.1 million, or $1.61 per share, including a one-time gain of $49.9 million, or $0.72 per share, from the sale of Plum Creek's St. Maries, Idaho timberlands to Crown Pacific Partners and $2.2 million, or $0.03 per share, of merger related expenses. Excluding one-time items, results for the first nine months were $0.98 per share and $0.92 per share for 2001 and 2000, respectively. EBITDA, a measure of cash flow defined as operating income plus depreciation, depletion and amortization, was $46.0 million for the quarter and $145.0 million for the first nine months of 2001, compared to $36.9 million and $147.1 million for the prior-year periods. Plum Creek ended the quarter with $159.2 million in cash and cash equivalents. Plum Creek's quarterly dividend will be announced later today, following the company's Board of Directors' meeting. "We're pleased with the results of the third quarter. On Oct. 6 we closed the merger with The Timber Company and are now focused on capitalizing on the strong growth potential this combination provides. With our management team in place, we are executing a quick and seamless transition. We are in the process of formulating a detailed business plan for 2002 that will quantify the new opportunities presented by the size, breadth and diversity of our combined land portfolio. Our harvest profile gives us a growing core cash flow, and we're aggressively moving forward on new opportunities in our real estate and natural resource businesses," said Rick Holley, president and CEO. Review of Operations Third quarter 2001 performance showed significant improvement over the same period last year. Year-over-year improvements in lumber and plywood prices combined with a higher level of real estate sales to increase net income over 75%. Lumber and plywood prices were up 8% and 7%, respectively, over the third quarter of 2000. In addition, stronger than expected real estate sales activity offset weaker sawlog and pulpwood prices for the same period in 2000. Outlook "As we move into the fourth quarter, we expect our geographic and product diversity to lessen the impact of a slowing macroeconomic environment," said Holley. "Timber markets are inherently local in nature and our outlook for the coming quarter reflects varied demand and pricing conditions across our newly expanded landscape." Plum Creek expects demand in the fourth quarter to be fairly consistent with third quarter levels. This is due in part to our fiber supply agreements in many regions. These agreements are expected to provide Plum Creek with a level of stability in both harvest volumes and prices. Customers are almost universally uncertain about demand for their products which is translating into cautious buying on their part. Timber prices are expected to be sequentially flat to slightly down in most regions in the fourth quarter. Nevertheless, Plum Creek expects pockets of relative pricing strength in western regions of the South, especially for hardwood sawtimber and pulpwood where a return to more normal rainfall has restricted logging in low-lying hardwood lands. The real estate business is expected to remain reasonably strong during the fourth quarter while results from the company's manufacturing businesses are expected to be affected by lower levels of demand and weaker pricing. The fourth quarter of 2001 will be the first reporting period for Plum Creek following the merger with The Timber Company. Earnings Conference Call and Supplemental Information Plum Creek will hold a conference call today, Oct. 23, at 2:00 p.m. PDT to discuss these results, the progress of its merger integration and the outlook for the fourth quarter. To access the call, dial 877/679-9045 prior to the scheduled start time and reference access code 5555175. A recorded replay of the call will be available afterward for 48 hours by dialing 800/615-3210 and entering the same code. Supplemental financial information, for both Plum Creek and The Timber Company operations, including statistical data, is available in the investor information section of Plum Creek's website at www.plumcreek.com. Plum Creek, a real estate investment trust, is one of the largest land owners in the nation, with over 7.8 million acres of timberlands in every significant timber-growing region of the United States and nine wood product mills in the Northwest. Forward-looking Statements This press release contains forward-looking statements within the meaning of the Private Litigation Reform Act of 1995. Some of these forward-looking statements can be identified by the use of forward-looking words such as "believes," "expects," "may," "will," "should," "seek," "approximately," "intends," "plans," "estimates," or "anticipates," or the negative of those words or other comparable terminology. The accuracy of such statements is subject to a number of risks, uncertainties and assumptions including, but not limited to, the cyclical nature of the forest products industry, our ability to harvest our timber, our ability to execute our acquisition strategy, and regulatory constraints. These risks, uncertainties and assumptions are detailed from time to time in our filings with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and the Securities Act of 1933, as amended. It is likely that if one or more of the risks materializes, or if one or more assumptions proves to be incorrect, the current expectations of Plum Creek and its management will not be realized. Forward-looking statements speak only as of the date made, and neither Plum Creek nor its management undertakes any obligation to update or revise any forward-looking statements. PLUM CREEK TIMBER COMPANY, INC. CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) Quarter Ended September 30, --------------------------- 2001 2000 ---- ---- (In Thousands, Except Per Share) Revenues $ 163,558 $ 41,539 ---------------- --------------- Costs and Expenses: Cost of Goods Sold 120,097 16,367 Selling, General and Administrative 10,121 2,283 Merger Expenses 2,706 2,178 ---------------- --------------- Total Costs and Expenses 132,924 20,828 ---------------- --------------- Operating Income 30,634 20,711 Interest Expense (14,672) (11,548) Interest Income 1,543 893 Gain (Loss) on Disposition of Assets - Net 2,052 (182) ---------------- --------------- Income before Income Taxes, Equity in Earnings of Unconsolidated Subsidiaries and Preferred Stock Dividends 19,557 9,874 Provision for Income Taxes (2,690) -- Equity in Earnings (Loss) of Unconsolidated Subsidiaries and Preferred Stock Dividends -- (366) ---------------- --------------- Net Income $ 16,867 $ 9,508 ================ =============== Net Income per Share - Basic & Diluted $ 0.24 $ 0.14 ================ =============== Weighted average number of Shares outstanding - Basic 69,187 69,181 ---------------- --------------- Weighted average number of Shares outstanding - Diluted 69,351 69,228 ---------------- --------------- Contact: Plum Creek Timber Company, Inc. John Hobbs, 800/858-5347 www.plumcreek.com <page> Exhibit 99.2 Plum Creek Timber Company, Inc. Announces Quarterly Dividend of $0.57 Per Share SEATTLE--(BUSINESS WIRE)--Oct. 23, 2001--Plum Creek Timber Company, Inc. (NYSE:PCL) today announced a quarterly cash dividend of $0.57 per share, payable on November 30, 2001, to shareholders of record as of November 16, 2001. Plum Creek anticipates that the regular dividend for the fourth quarter of 2001 will be accelerated and paid prior to December 31, 2001, and that this payment will be sufficient to accomplish the required distribution of The Timber Company's historic earnings and profits. No special dividends will be necessary to comply with applicable tax rules pertaining to REITs. Normally the fourth quarter dividend would be paid at the end of February. Plum Creek, a real estate investment trust, is one of the largest land owners in the nation, with over 7.8 million acres of timberlands in every significant timber-growing region of the United States and nine wood product mills in the Northwest. Forward-looking Statements This press release contains forward-looking statements within the meaning of the Private Litigation Reform Act of 1995. Some of these forward-looking statements can be identified by the use of forward-looking words such as "believes," "expects," "may," "will," "should," "seek," "approximately," "intends," "plans," "estimates," or "anticipates," or the negative of those words or other comparable terminology. The accuracy of such statements is subject to a number of risks, uncertainties and assumptions. These risks, uncertainties and assumptions are detailed from time to time in our filings with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and the Securities Act of 1933, as amended. It is likely that if one or more of the risks materializes, or if one or more assumptions proves to be incorrect, the current expectations of Plum Creek and its management will not be realized. Forward-looking statements speak only as of the date made, and neither Plum Creek nor its management undertakes any obligation to update or revise any forward-looking statements. More information on Plum Creek Timber Co. may be accessed at: http://www.businesswire.com/cnn/pcl.shtml Contact: Plum Creek Timber Company, Inc., Seattle Investor Relations Barbara W. Garland, 206/467-3600 or 800/858-5347 www.plumcreek.com